Exhibit 10.41


 


REGISTRAR AGREEMENT


DATED 11 JULY 2008


 


RESACA EXPLOITATION, INC.


 


AND


 


COMPUTERSHARE INVESTOR SERVICES


(CHANNEL ISLANDS) LIMITED


 


	
  CERTAINTY      INGENUITY     ADVANTAGE

  	
  

  



 

















 


CONTENTS


 


	
  1.

  	
  INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  APPOINTMENT
  OF REGISTRAR

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.

  	
  THE
  COMPANY’S REPRESENTATIONS AND WARRANTIES

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  THE
  COMPANY’S COVENANTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.
  

  	
  THE
  REGISTRAR’S REPRESENTATIONS AND WARRANTIES 

  	
  4 

  
	
   

  	
   

  	
   

  
	
  6.

  	
  THE
  REGISTRAR’S COVENANTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  7.

  	
  FEES
  AND EXPENSES

  	
  5

  
	
   

  	
   

  	
   

  
	
  8.

  	
  LIABILITY
  AND INDEMNITY

  	
  6

  
	
   

  	
   

  	
   

  
	
  9.

  	
  STATUS

  	
  6

  
	
   

  	
   

  	
   

  
	
  10.

  	
  CONFIDENTIALITY

  	
  6

  
	
   

  	
   

  	
   

  
	
  11.

  	
  ASSIGNMENT
  AND DELEGATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  12.

  	
  NON-EXCLUSIVITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  13.

  	
  TERMINATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  14.

  	
  NOTICES

  	
  8

  
	
   

  	
   

  	
   

  
	
  15.

  	
  ENTIRE
  AGREEMENT

  	
  8

  
	
   

  	
   

  	
   

  
	
  16.

  	
  COUNTERPARTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  17.

  	
  FORCE
  MAJEURE

  	
  9

  
	
   

  	
   

  	
   

  
	
  18.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  9

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  1 - THE SERVICES

  	
  10

  
	
   

  	
   

  
	
  SCHEDULE
  2 - FEES

  	
  11

  



 


1

















 


REGISTRAR AGREEMENT


 


THIS REGISTRAR AGREEMENT (this “Agreement”) is made on 11
July 2008


 


BETWEEN:


 


RESACA EXPLOITATION, INC., a company incorporated in the State of Texas,
whose registered office is at 1331 Lamai, Suite 1450, Houston, Texas
77010, USA (the “Company”); and


 


COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LIMITED, a company incorporated in Jersey whose
registered office is at Ordnance House, 31 Pier Road, St Helier, Jersey (the
“Registrar”).


 


WHEREAS:


 


The
Company desires to appoint the Registrar to maintain the Company’s register in
Jersey, such register being part of the Company’s register of members and the
Registrar is willing to accept such appointment on the terms and conditions set
out in this Agreement.


 


NOW IT IS AGREED AS FOLLOWS:


 


1.                   INTERPRETATION


 


1.1            In this Agreement, unless the context
otherwise requires, the following expressions shall have the following meanings:


 


	
  “Organisational Documents”

  
	
   

  	
  means
  the Certificate of Formation and Bylaws of the Company, as the same may be
  amended, modified or replaced from time to time;

  
	
   

  	
   

  
	
  “Business Day”

  	
  means
  any day (other than a Saturday or Sunday or public holiday) on which banks
  are normally open for banking business in Jersey;

  
	
   

  	
   

  
	
  “Common Shares”

  	
  means
  common stock of the Company with a par value of US$0.01 per share;

  
	
   

  	
   

  
	
  “Effective Date”

  	
  means
  two days before the date on which the Company’s securities are admitted to
  the AIM Market of the London Stock Exchange or such other date as the parties
  shall agree in writing;

  
	
   

  	
   

  
	
  “Law”

  	
  means
  the Companies (Jersey) Law 1991, as amended from time to time;

  
	
   

  	
   

  
	
  “Shareholders”

  	
  means
  the shareholders of the Company;

  
	
   

  	
   

  
	
  “Placing Shares”

  	
  means
  the Common Shares to be issued or sold pursuant to a conditional placing by
  Seymour Pierce Limited;

  
	
   

  	
   

  
	
  “Register”

  	
  means
  the register of members of the Company maintained in Jersey, Channel Islands
  by the Registrar;

  
	
   

  	
   

  
	
  “Services”

  	
  means
  the Registrar services set out in Schedule 1 hereto;

  
	
   

  	
   

  
	
  “Restricted Period”

  	
  has
  the meaning given to it in Clause 8 of this Agreement;

  



 


2

















 


Except
where the context otherwise requires, words denoting the singular include the
plural and vice versa, words denoting a gender include every gender and
references to persons include bodies corporate and unincorporate.


 


1.2            References to “Recitals”, “Clauses” and
“Schedules” are, unless the context otherwise requires, references to recitals
and clauses hereof and schedules hereto and references to sub-clauses are,
unless otherwise stated, references to the sub-clause of the Clause in which
the reference appears.


 


1.3            The Recitals and Schedules form part of this
Agreement and shall have the same force and effect as if they were expressly
set out in the body of this Agreement and any reference to this Agreement shall
include the Recitals and Schedules.


 


1.4            Clause headings and the table of contents are
inserted for convenience only and shall not affect the construction of this
Agreement.


 


1.5            Any reference in this Agreement to any statute
or statutory provision shall, unless the context otherwise requires, be
construed as a reference to such statute or statutory provision as the same may
have been or may from time to time be amended, modified, extended,
consolidated, re-enacted or replaced.


 


1.6            References in this Agreement to any agreements
and documents (including this Agreement) shall be construed as a reference to
such agreement or documents as amended, varied, modified, supplemented or
restated, novated or replaced from time to time.


 


1.7            Any reference to any person or party shall,
unless the context otherwise requires, include reference to its successors and
assignees, whether in security or otherwise.


 


1.8            The word “may” shall be construed as being
permissive and the word “shall” shall be construed as being mandatory.


 


2.                   APPOINTMENT OF REGISTRAR


 


2.1            With effect from the Effective Date, the
Company hereby appoints the Registrar to provide the Services and maintain the Company register in Jersey and the
Registrar hereby accepts such appointment upon the terms and conditions
contained in this Agreement.


 


2.2            The Registrar shall provide such other
services to the Company as may be agreed in writing between the parties from
time to time.


 


3.                   THE COMPANY’S REPRESENTATIONS AND WARRANTIES


 


3.1            The Company represents and warrants to the
Registrar that, as at the date hereof.


 


a)                  the Company is a company duly incorporated and
validly existing under the laws of the State of Texas;


 


b)                  the Company has the capacity to enter into
this Agreement on the terms hereof and to perform its obligations hereunder;


 


c)                   the execution, delivery and performance by the
Company of this Agreement:


 


i)                     are within the Company’s corporate powers;


 


ii)                  have been duly authorised by all necessary
corporate action; and


 


iii)               do
not contravene the Organisational Documents or , to the actual knowledge of the
Company, any law or any contractual restriction binding on or affecting the
Company;


 


d)                  no authorisation or approval or other action
by and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by the Company
of this Agreement other than those which have been obtained and are in full force and effect; and


 


3

















 


e)                   this Agreement is the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms (except as
may be limited by bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally).


 


4.                   THE COMPANY’S COVENANTS


 


4.1            The Company hereby undertakes with the
Registrar that, during the continuance of this Agreement, the Company shall provide the Registrar with all such
information, documentation and records as the Registrar may reasonably require
to enable it to perform its duties hereunder.


 


5.                   THE
REGISTRAR’S REPRESENTATIONS AND WARRANTIES


 


5.1            The Registrar hereby represents and warrants
to the Company that, as at the date hereof:


 


a)                  the Registrar is a company duly incorporated
and validly existing under the laws of Jersey;


 


b)                  the Registrar has the capacity to enter into
this Agreement on the terms hereof and to perform its obligations hereunder;


 


c)                   the execution, delivery and performance by the
Registrar of this Agreement:


 


i)                     is within the Registrar’s corporate powers;


 


ii)                  have been duly authorised by all necessary
corporate action; and


 


iii)               do not contravene the Registrar’s certificate
of incorporation, memorandum of association or bye-laws of association or any
law of any contractual restriction binding on or affecting the Registrar;


 


d)                  no authorisation or approval or other action
by and no notice to or filing with any governmental authority or regulatory
body is required for the due execution, delivery and performance by the
Registrar of this Agreement, other than those which have been obtained and are
in full force and effect; and


 


e)                   this Agreement is the legal, valid and binding
obligation of the Registrar, enforceable in accordance with its terms (except
as may be limited by bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally).


 


6.                   THE REGISTRAR’S COVENANTS


 


6.1            The Registrar hereby undertakes with the
Company that, during the continuance of this Agreement, the Registrar shall:


 


a)                  at all times, exercise and perform its duties
and obligations under this Agreement, will ensure that the Register is at all
times held in Jersey in compliance with the provisions of the Law;


 


b)                  devote to the performance of its duties and
obligations under this Agreement such time and attention as shall be necessary
for the proper and efficient discharge thereof, which shall be at least the
same amounts of time and attention and same level of skill, care and diligence
in the performance of those duties and obligations as a prudent person would so
devote in administering its own duties and obligations;


 


c)                   allocate or procure the allocation by its
agents or delegates of such personnel, office facilities and equipment as may
be necessary to the performance of its duties under this Agreement in a proper
and efficient manner;


 


d)                  comply with any proper directions, orders and
instructions which the Company may from time to time give to it in connection
with the performance of its duties and obligations under this Agreement,
provided that the Registrar shall not be obliged to comply with any such
instructions, directions or orders which would or might involve


 


4

















 


it incurring any liability unless and until it shall have been
indemnified to its satisfaction in respect thereof;


 


e)                   obtain and keep in force all licences,
approvals, authorisations and consents, exemptions and registrations which may
be necessary in connection with the performance of the Services (including any
necessary registrations under the Data Protection (Jersey) Law 1987) and shall,
perform its duties and obligations and exercise its discretion under this
Agreement in such a way as not to prejudice the continuation or maintenance of
any such licence, approval, authorisation, consent, exemption or registration;


 


f)                    not fail in any material respect to comply
with any legal, administrative and regulatory requirements in connection with
the performance of its duties and obligations under this Agreement of which it
was aware or, in the case of any law of Jersey, ought to have been aware, it
being understood that the Registrar shall be deemed to have actual knowledge of
any law of any jurisdiction other than Jersey only to the extent that it shall
have been advised thereof in writing by legal counsel; and


 


g)                   observe and comply with all the provisions of
the Organisational Documents.


 


7.                   FEES AND EXPENSES


 


7.1            During the continuance of this Agreement, the
Company shall pay to the Registrar a fee for the provision of the Services in
accordance with the provisions of Schedule 2.


 


7.2            The Company shall bear the reasonable expenses
of the parties hereto incurred in connection with preparation and completion of
this Agreement, which shall not exceed £500.


 


7.3            The Company shall reimburse, or will procure
the reimbursement to the Registrar of all reasonable out of pocket costs, expenses and charges properly incurred
by it in the performance of its obligations hereunder.


 


8.                   US SECURITIES LAWS RESTRICTIONS


 


8.1            The Registrar hereby acknowledges that:.


 


(i)                  the Placing Shares are not being registered
under US Securities Laws and are being offered outside of the United States
under Rule 903 of Regulation S, an exemption from registration under the
Securities Act of 1933, as amended (the “Securities Act”);


 


(ii)               until
the Company notifies the Registrar in writing otherwise, all offers and
transfers must be made in accordance with Regulation S, pursuant to a
registration statement under the Securities Act or pursuant to an available
exemption from registration under the Securities Act;


 


(iii)            the
Placing Shares are deemed to be “restricted securities” as defined in
Rule 144 of the Securities Act and during the period contemplated by
Rule 144 (the “Restricted Period”) resales
of such securities must be made in accordance with Regulation S, the
registration requirements of the Securities Act or an exemption therefrom;


 


(v)              it will not engage in hedging transactions
prior to the expiration of the one-year distribution compliance period; and


 


(v)              it will comply with directions, orders and
instructions from the Company regarding
the treatment of Common Shares as “restricted securities”, including, without
limitation, in the application or removal of restrictive legends from
certificated Common Shares, and will not accept any such directions, orders or
instructions from any other party.


 


5

















 


9.                   LIABILITY AND INDEMNITY


 


9.1            The Registrar and its officers and employees
shall not be liable to the Company for any loss sustained by the Company or in any of the assets of the Company as
a result of loss, delay, misdelivery or error in transmission or any cable,
telex, telefax or telegraphic communication, or if any document accepted by the
Registrar shall later proved to be forged or otherwise defective or orroneous
PROVIDED THAT the Registrar shall remain liable for any loss arising from its
fraud, wilful default, negligence or breach of this Agreement.


 


9.2            Neither party or its officers and employees
shall be liable to the other party in respect of any loss, liability, claim, cost, expense (including legal expenses) or
damage suffered or incurred by the other party as a result of the proper and
timely discharge of its duties and obligations hereunder, save where such loss,
liability, claim, cost, expense or damage is suffered or incurred as a result
of its fraud, wilful default or negligence.


 


9.3            The Registrar shall not be required to take
any legal action in connection with this Agreement unless fully indemnified to its reasonable satisfaction for
all costs and liabilities that may be incurred or suffered by the Registrar and,
if the Company requires the Registrar to take any action of whatsoever nature
which (in the reasonable opinion of the Registrar) might make the Registrar
liable for the payment of money or liable in any other way, the Registrar shall
be, and shall be kept, indemnified in any reasonable amount and form
satisfactory to the Registrar as a prerequisite to taking action.


 


9.4            The Registrar shall be entitled to obtain
legal advice from its legal and other professional advisors for the time being and/or the opinion of counsel
on any matter relating to the performance of this Agreement and the opinion of
such advisors shall be full and complete protection in respect of any action
taken, omitted or suffered hereunder in good faith and, if the Company shall
give its prior written approval to the obtaining of any such advice or opinion,
such advice or opinion shall be obtained at the expense of the Company.


 


10.            STATUS


 


10.1     Nothing in
this Agreement shall constitute or be construed as constituting or establishing
any partnership or joint venture between the parties hereto for any purpose
whatsoever,


 


11.            CONFIDENTIALITY


 


11.1     Neither party shall disclose (and shall use
all reasonable efforts to prevent the publication or disclosure) in any way or
form and at any time (whether before or after the date on which this Agreement
shall be terminated) to any person, firm or company any confidential
information relating to the business or affairs of the other party without the
prior written consent of the party.


 


11.2     Clause 11.1
shall not apply if non-disclosure would render the relevant party liable to
legal or administrative sanction, PROVIDED THAT, in any such case, prior to
making any disclosure, such party will give to the other party reasonable prior
written notice of its intention to make such disclosure and the reasons
therefor.


 


11.3     The parties
hereto agree that neither of them will permit any advertisement, statement,
circular, booklet or other document relating to either party and containing a
reference to any other party to be published, save as required by the Company
in compliance with the AIM Rules or other applicable legislation or
regulation without the consent of such other party.


 


11.4     The
provisions of this Clause 11 shall remain in full force and effect notwithstanding
termination of this Agreement.


 


6

















 


12.            ASSIGNMENT AND DELEGATION


 


12.1     Neither of
the parties hereto shall be entitled to assign any of its interest in this
Agreement, unless the prior written consent of the other party has been
obtained (which consent shall not be unreasonably withheld).


 


12.2     In the
performance of its duties the Registrar will be entitled to employ agents for
the purposes of carrying out certain matters of a specialist nature which the
Registrar may consider appropriate (including, without limitation, printing,
personalisation, mailing and storage). The Registrar will continue to be liable
for the performance of its duties whether or not any have been performed by
agents.


 


13.            NON-EXCLUSIVITY


 


13.1     Provided
that the Registrar shall not be thereby impaired from properly performing its
duties pursuant to this Agreement, it shall be entitled to act as Registrar for
any other company, corporation or body of persons on such terms as may be
arranged with such company, corporation or body of persons and shall not be
deemed to be affected with notice of or to be under any duty to disclose to the
Company any fact or thing which may come to the knowledge of the Registrar of
any servant or agent of the Registrar in the course of doing so in the course
of its business in any other capacity or in any manner whatsoever otherwise
than in the course of carrying out its duties hereunder.


 


13.2     The
Registrar may acquire, hold or deal with for its own account or for the account
of any customer or other persons and in its own name or in the name of such
customer or person or of a nominee any shares for the time being issued by the
Company.


 


14.            TERMINATION


 


14.1     Subject as
hereinafter provided, the Registrar shall be entitled to resign its appointment
hereunder:


 


a)                  at any time by notice in writing to the
Company if the Company shall go into liquidation (except a voluntary
liquidation for the purposes of reconstruction or amalgamation upon terms
previously approved in writing by the Registrar) or becomes bankrupt as defined
in Article 13 of the Interpretation (Jersey) Law 1954 or if a receiver is
appointed in respect of any of the assets of the Company; or


 


b)                  at any time by notice in writing to the Company
if the Company shall commit any material breach of its obligations under this
Agreement and (if such breach shall be capable of remedy) shall fail within
thirty (30) days of receipt of notice in writing served by the Registrar
requiring it so to do to make good such breach; or


 


c)                   at any time by notice in writing to the
Company if it shall cease to have the appropriate authorisations which permit
it lawfully to perform its obligations under this Agreement; or


 


d)                  by giving six months notice in writing to the
Company (or such lesser notice period as may be reasonable where a suitable
replacement Registrar has been found, provided such replacement is acceptable
to the Company).


 


14.2     The Company
may terminate the appointment of the Registrar hereunder:


 


a)                  at any time by notice in writing to the
Registrar if the Registrar goes into liquidation (except a voluntary
liquidation for the purpose of reconstruction or amalgamation upon terms
previously approved in writing by the Company) or becomes bankrupt as defined
in Article 13 of the Interpretation (Jersey) Law 1954 or if a receiver is
appointed in respect of any of the assets of the Registrar; or


 


b)                  at any time by notice in writing to the
Registrar if the Registrar shall commit any material breach of its obligations
under this Agreement and (if such breach shall be capable of remedy) shall fall
within thirty days of receipt of notice in writing served by the Company
requiring it so to do to make good such breach; or


 


7

















 


c)                   by giving six months notice in writing to the
Registrar.


 


14.3     On
termination of the appointment of the Registrar, the Company shall pay to the
Registrar the appropriate portion of the fee payable pursuant to Clause 7 (Fees
and Expenses) accrued and due up to the date of such termination but the
Registrar shall not be entitled to compensation in respect of such termination.


 


14.4     In the
event of termination of the appointment of the Registrar, the Registrar shall
deliver to the Company (or as it shall direct) all books of account, records,
registers, correspondence, documents and assets in relation to the affairs of
or belonging to the Company in its possession or under its control.


 


14.5     Any
provision of this Agreement which is stated to continue after termination of
the Agreement shall remain in full force and effect notwithstanding
termination.


 


15.            NOTICES


 


15.1     Any notice
or communication to be given under this Agreement shall be in writing in the
English language and may be delivered personally or by first class pre-paid
post (or by airmail if overseas, courier delivery service or facsimile
transmission despatched as follows:


 


a)                  if to the Company, at its registered office
address specified at the head of this Agreement or to the following numbers:


 


	
  Facsimile:

  	
  (713)
  655 1711

  
	
   

  	
   

  
	
  For
  the attention of

  	
  Ms. Mary
  Lou Fry

  



 


if
to the Registrar, at its office specified at the head of this Agreement or to
the number below:


 


	
  Facsimile:

  	
  +44
  (0)1534 825247

  
	
   

  	
   

  
	
  For
  the attention of

  	
  Mr
  Graeme Ross

  
	
   

  	
  Ordnance
  House, 31 Pier Road, St Helier, JE4 8PW

  



 


or
to such other address and/or facsimile number as may be notified in accordance
with this Clause by the relevant party to the other party for such purpose.


 


15.2     Any notice
or other communications shall be deemed to have been received:


 


a)                  if sent by post (airmail) or courier delivery
service, seven (7) days after despatch; and


 


b)                  if delivered personally or despatched by
facsimile transmission, at the time of delivery or despatch, unless such
delivery is made outside normal business hours in the place of intended receipt
on a Business Day in that place in which case such notice or communication
shall be deemed to have been received at the opening of business in that place
on the next succeeding Business Day. Evidence that a notice or other
communication was properly addressed, stamped and put into the post shall be
conclusive evidence of posting.


 


16.            ENTIRE AGREEMENT


 


16.1     This
Agreement sets forth the entire agreement and understanding between the parties
in respect of the subject matter of this Agreement and supersedes all previous
agreements. No variation of this Agreement shall be effective unless signed by
or on behalf of each of the parties hereto.


 


17.            COUNTERPARTS


 


17.1     This
Agreement may be executed in any number of counterparts and by each party on a
separate counterpart each of which counterparts when so executed and delivered
shall be an original but all such counterparts shall together constitute one
and the same instrument.


 


8

















 


18.            FORCE MAJEURE


 


18.1     Neither
party shall be responsible for delays or failure to perform any of its
obligations herein resulting from acts beyond the reasonable control of such
party. Such acts shall include, but not limited to, acts of God, strikes,
lockout, riots, acts of war, epidemics, governmental regulations superimposed
after the fact, communication line failures, power failure, earthquakes or
other disasters, or any failure or breakdown of any system, computer or otherwise.


 


19.            GOVERNING LAW AND JURISDICTION


 


19.1     This
Agreement is governed by and shall be construed in accordance with the laws of
the Island of Jersey.


 


19.2     Each of the
parties hereto hereby irrevocably an unconditionally submits to the non-exclusive
jurisdiction of each of the Royal Court of Jersey as regards any matter or
claim which may arise out of or in connection with this Agreement.


 


19.3     Each of the
parties hereto hereby irrevocably waives any objection which it may now or
hereafter have to the Royal Court of Jersey being nominated as the forum to
hear and determine any action or proceeding which may arise out of or in
connection with this Agreement and agrees not to claim that any such court is
not a convenient or appropriate forum.


 


19.4     The submission
to the jurisdiction of the Royal Court of Jersey shall not (and shall not be
construed so as to) limit the right of proceeding against either party in any
other court of competent jurisdiction nor shall the taking of proceedings in
any one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.


 


AS WITNESS the hands of the parties or their duly authorised representatives the
day and year first above written.


 


	
   

  	
  REGISTRAR
  AGREEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED for and on behalf of

  	
  /s/
  John J. Lendrum, III

  
	
  RESACA EXPLOITATION, INC.

  	
  John
  J. Lendrum, III

  
	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED for and on behalf of

  	
   

  
	
  COMPUTERSHARE INVESTOR SERVICES

  	
  [Illegible]

  
	
  (CHANNEL ISLANDS) LIMITED

  	
  DIRECTOR

  



 


9

















 


SCHEDULE 1 - THE SERVICES


 


The Registrar shall perform the following duties (the
“Services”) in its capacity as
Registrar.-


 


1.                   the maintenance of the Register in Jersey in compliance with the Law, it
being expressly agreed that the Register shall be constituted by and shall
solely consist of the hard copy print from time to time of the electronic
records of the members maintained by the Registrar or its delegates, and the
Register shall at all times be kept in Jersey and any Register or copy thereof
kept elsewhere shall not constitute the main Register;


 


2.                   the maintenance of dividend instruction records;


 


3.                   on the occasion of each issue of shares, the registration of the holders
thereof;


 


4.                   the certification and registration of share transfers;


 


5.                   the registration of probates, letters of administration, powers of
attorney, certificates of death or marriage, stop notices and other instruments
affecting the legal ownership of shares, change of address or similar
documents;


 


6.                   the preparation and authentication of share certificates (which shall be
provided in blank by the Company) with the inclusion of appropriate legends to
the extent required, for the purposes of Regulation S under the Securities Act
and their despatch to the persons entitled thereto or to their agent and
providing duplicate certificates in the place of certificates alleged to be
lost or destroyed;


 


7.                   the preparation of addressed envelopes (or such other communications as
may be permitted by the Law and the Organisational Documents) for the despatch
by or on behalf of the Company and the despatching of the Company’s annual
report and accounts, notices of annual general meetings, and such other
reports, notices and documents as the Company may from time to time require;


 


8.                   the preparation and despatch of dividend warrants (which shall be
provided in blank by the Company);


 


9.                   refusing to register any transfer of any Common Shares not made in
accordance with the provisions of Regulation S under the Securities Act, as
amended, pursuant to registration thereof under the Securities Act or pursuant
to an available exemption from such registration requirements under the
Securities Act. In particular, unless otherwise agreed with the Company, the
Registrar shall not register any transfer within the Restricted Period, without
first obtaining a letter of certification duly signed by the proposed purchaser
of Common Shares;


 


10.            the retention for a period of ten years from
the date thereof all transfers of any shares of the Company or other similar
documents and for a period of two years from the date of cancellation, all
share certificates and dividend mandates which have been cancelled;


 


11.            supplying to the Company as soon as reasonably
practicable all necessary information in order that the Register, open for
inspection at the registered office of the Company in accordance with the Law
and the Organisational Documents, may be kept up to date;


 


12.            upon instructions from the Company, arranging
for the provisions of facilities for the holding of general meetings of the
Shareholders, including the distribution of ballot papers in the event of a
poll, and if so required acting as scrutineers of any vote;


 


13.            generally performing all such functions as are
usually performed by registrars and doing all such acts and things as may be
incidental to the above duties or any of them.


 


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SCHEDULE 2 - FEES


 


	
  (Clause
  7.1)

  	
   

  
	
   

  	
   

  
	
  Take on Fee

  	
  £2,500
  to cover set up of systems and procedures, review of documents and
  agreement’s, negotiations and liaison with the Company’s advisers.

  
	
   

  	
   

  
	
  Should the Company fail to list, the above fee will
  be payable in full.

  
	
   

  	
   

  
	
  Annual Fee

  	
  £8,000
  Management Fee

  
	
   

  	
  £15
  for every transfer exceeding 80 per month

  



 


·                       Any legal fees incurred in the preparation and
negotiation of this Agreement will be rechargeable to the  Company in
accordance with Clause 7.2.


 


·                       Fees will be billed quarterly in arrears and
will be subject to an annual increase in line with the Jersey Cost of Living
Index. This will commence for quarter ending 31st December 2009.


 


·                       Preparation and distribution of dividends are
excluded from the above fee tariff.


 


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